Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates, and (y) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSections 3(b) of this Section 3and 3(c) hereof) by the certificates evidencing the for shares of Common Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Stock (which certificates evidencing the Common Stock and Book Entry Shares, as applicable, shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates, Rights Certificates and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for shares of Common Stock (including any shall also constitute the surrender for transfer to the Company). The Company promptly shall notify of the Rights Agent in writing upon associated with the occurrence shares of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredCommon Stock represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the receipt by Company, the Rights Agent of notice of such occurrencewill countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationdocuments, shall in the discretion of the Rights Agent, at the expense of the Company, send or cause to be sent) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company Company, or the transfer agent or the registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereofhereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly On the Record Date or as soon as practicable following the Record Datethereafter, the Company shall will send a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), Rights by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the for shares of Common Stock and Book Entry Shares, as applicable, outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for or Book Entry Shares, registered in the Common Stock and the registered holders names of the Common Stock shall also be holders thereof together with the registered holders Summary of the associated Rights. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the surrender for transfer of any certificates evidencing certificate for shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued the Summary of Rights, shall also shall constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates and Book Entry Shares representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock evidenced represented by such certificates or Book Entry Shares, as applicable, shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsor Book Entry Shares, as applicable, alone, and the surrender for transfer of any such certificate or Book Entry Shares, as applicable, (with or without a copy of such certificates the Summary of Rights) shall also shall constitute the transfer of the Rights associated with the shares of Common Stock evidenced by such certificates. If represented thereby. (d) In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing the Common Stock and Series A Stock registered in the names of the holders of the Common Stock and Series A Stock (which certificates evidencing the Common Stock or Series A Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates, and (y) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock or Series A Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Series A Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock and Series A Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock or 3.0256 Rights for each share of Series A Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock or Series A Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock or Series A Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Series A Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock or Series A Stock. With respect to certificates evidencing the Common Stock or Series A Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock or Series A Stock and the registered holders of the Common Stock or Series A Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock or Series A Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock or Series A Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxxVocus, Inc., a an Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services)American Stock Transfer & Trust Company, LLC, a New Jersey York limited liability trust company, as Rights Agent (the “Rights Agent”), dated March 24May 13, 2010 2013 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or acquires any Common Stock or Series A Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock or Series A Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock or Series A Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph paragraphs (b) or (c) of this Section 3) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As On or as promptly as practicable following after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Record Date a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or as of such date. The Company will make available the transfer agent or Summary of Rights to any holder of Rights who may so request from time to time prior to the registrar for the Common StockExpiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and shall bear the following legends: (i) Confirmation and account statements sent to holders of shares of Common Stock in respect book-entry form (which shares of which Rights are issued pursuant to the first sentence of this Section 3(c) Common Stock shall also shall be deemed to be represent certificates for Rights, and commencing as soon as reasonably practicable following the date hereof ) shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles The shares of Common Stock, par value $0.01 per share, of GlassBridge Enterprises, Inc., (the “Company”) entitle the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), Company and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent thereunder (the “Rights Agent”)) dated as of December 1, dated March 242021, 2010 as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement. Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is. was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. (ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 382 Rights Agreement between GlassBridge Enterprises, Inc., (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of December 1, 2021, as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, . Rights issued to, or held by, Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, . was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (iA) the Distribution Date or (iiB) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution earlier of (i) the Close of Business on the tenth Business Day after the Stock Acquisition Date, and (ii) the Close of Business on the tenth Business Day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 18% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "DISTRIBUTION DATE"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates evidencing the for Company Common Stock registered in the names of the holders of the Company Common Stock (which certificates evidencing the for Company Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, ; and (y) the Rights shall be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrenceshall send, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Company Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit EXHIBIT B hereto (the “Rights Certificates”"RIGHTS CERTIFICATES"), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the for Company Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Company Common Stock Stock, and the registered holders of the Company Common Stock shall also be the registered holders of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration DateDate (as such term is defined in Section 7 hereof), the surrender or transfer of any certificates evidencing representing shares of Company Common Stock in respect of which Rights have been issued shall also shall constitute the surrender or transfer (respectively) of the Rights associated with such shares of Company Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Company Common Stock that are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing such shares of Company Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially have impressed on, printed on, written on or otherwise affixed to them the following formlegend: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation CoreComm Limited (the “Company”), "COMPANY") and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent Continental Stock Transfer & Trust Company (the “Rights Agent”)"RIGHTS AGENT") dated as of September 29, dated March 24, 2010 2000 (the “Rights Agreement”"RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and shall no longer will be evidenced by this certificate. The Company will shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associates thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” " With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date Date, (ii) the Redemption Date, or (ii) the Final Expiration Date, the Rights associated with the Company Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Company Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Company Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates evidencing the representing shares of Common Stock of the Company (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock certificates, if any, shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificatesRights Certificates, and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredStock. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationinformation, shall send send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “a Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, Certificate evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) 13 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), Rights by first-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany. With respect to certificates evidencing the for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. With respect to uncertificated shares of Common Stock and the registered holders outstanding as of the Common Stock shall also Record Date, until the Distribution Date, the Rights will be evidenced by the registered holders book-entry account that evidences record ownership of such shares in the names of the associated Rightsholders thereof together with a copy of the Summary of Rights maintained by the Company. Until the earlier of the Distribution Date (or the Expiration Date, if earlier), the surrender for transfer of any certificates evidencing certificate (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership of such shares) for shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also shall constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all Certificates for shares of Common Stock that are issued which become outstanding (whether originally issued or from including, without limitation, reacquired shares of Common Stock referred to in the Company’s treasurylast sentence of this paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant Date shall have impressed on, printed on, written on or otherwise affixed to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxxxxxx.xxxWoodbridge Holdings Corporation and American Stock Transfer & Trust Company, Inc.dated as of September 29, a Delaware corporation 2008, as it may be amended or supplemented from time to time (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyWoodbridge Holdings Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company Woodbridge Holdings Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as As set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person (as defined in the Agreement) who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may ) become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock evidenced represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also shall constitute the transfer of the Rights associated with the shares of Common Stock evidenced by such certificatesrepresented thereby. If In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph paragraphs (b) or (c) of this Section 3) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As On or as promptly as practicable following after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Record Date a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or as of such date. The Company will make available the transfer agent or Summary of Rights to any holder of Rights who may so request from time to time prior to the registrar for the Common StockExpiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and shall bear the following legends: (i) Confirmation and account statements sent to holders of shares of Common Stock in respect book-entry form (which shares of which Rights are issued pursuant to the first sentence of this Section 3(c) Common Stock shall also shall be deemed to be represent certificates for Rights, and commencing as soon as reasonably practicable following the date hereof ) shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles The shares of Common Stock, par value $0.01 per share, of Imation Corp. (the “Company”) entitle the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), Company and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent thereunder (the “Rights Agent”)) dated as of August 7, dated March 242015, 2010 as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. (ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Imation Corp. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of August 7, 2015, as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (iA) the Distribution Date or (iiB) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (b), (c) and (d) of this Section 3) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock whether or not now or hereinafter held in certificated or uncertificated form (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall will send by first-class, insured, postage prepaid mail, to each such record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights right certificates, in substantially the form of Exhibit B A hereto (or as appropriate transaction advices evidencing the Rights if the Common Stock is held in uncertificated form, (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) hereof, at the time of distribution of the Rights Certificates, Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Rights Dividend Declaration Date, the Company shall will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Datethat day, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for the Common Stock (or transaction advices if Common Stock is held in uncertificated form) and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates evidencing or transaction advices representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (including the issuance of Common Stock pursuant to the exercise of rights under the Company’s benefit plans), unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (d) Any certificates issued by the Company after the Record Date that represent shares of Common Stock in respect of which Rights are rights have been issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Union National Financial Corporation (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent Registrar and Transfer Company (the “Rights Agent”)) dated as of August 27, dated March 24, 2010 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” , and the transfer of such Rights may be deemed to be restricted. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, : (xi) the Rights shall be issued in respect of and shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing representing the shares of Common Stock registered in issued and outstanding on the names Record Date and shares of Common Stock issued or which become outstanding after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date and the Expiration Date (which certificates evidencing the for Common Stock shall be deemed to also to be certificates evidencing the Rights) ), and not by separate certificates, ; (ii) the registered holders of such shares of Common Stock shall also be the registered holders of the Rights associated with such shares; and (yiii) the Rights shall be transferable only in connection with the transfer of shares of Common Stock, and the underlying surrender for transfer of any certificate for such shares of Common Stock (including any shall also constitute the surrender for transfer to the Company). The Company promptly shall notify of the Rights Agent in writing upon the occurrence of the Distribution Date and, if associated with such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredshares. As soon as practicable after the Distribution Date, and the receipt by Company has notified the Rights Agent of notice the occurrence of such occurrencethe Distribution Date, the Rights AgentAgent shall (except as otherwise provided in Section 7(e)) mail, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stocksuch records, one or more rights certificatescertificates evidencing the Rights ("Rights Certificates"), in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereofattached hereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from sold by the Company’s treasury) Company after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Stock by the Company following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Company shall, with respect to Common Stock so issued or sold (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Expiration Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Company prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing such shares of Common Stock in respect outstanding on the Record Date and shares of which Rights are Common Stock issued pursuant after the Record Date but prior to the first sentence earliest of this Section 3(c) also the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date shall be deemed have impressed, printed, or written on, or otherwise affixed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend substantially in substantially the following form: “"This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), Whirlpool Corporation and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a First Chicago Trust Company of New Jersey limited liability companyYork, as Rights Agent Agent, dated as of April 21, 1998 (the “Rights Agent”), dated March 24, 2010 (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyWhirlpool Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company Whirlpool Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreementcircumstances, Rights issued tothat were, are or held by, any Person who is, was become beneficially owned by Acquiring Persons or becomes an “Acquiring Person” their Associates or any “Affiliate” or “Associate” thereof Affiliates (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, void and the transfer holder of any of such certificates also Rights (including any subsequent holder) shall constitute not have any right to exercise such Rights." (c) Notwithstanding any other provision of this Agreement, neither the Company, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate to present such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights associated with represented by that Certificate have not become null and void under the Common Stock evidenced by such certificates. If the Company purchases provisions in Section 7(e) or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall is not be entitled to exercise any Rights associated with withhold such Certificate under the Common Stock which are no longer outstandingprovisions of the preceding sentence.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSections 3(b) of this Section 3and 3(c) hereof) by the certificates evidencing the certificates for shares of Common Stock registered in the names of the holders thereof or, in the case of uncertificated Common Stock registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Stock (which certificates evidencing the Common Stock certificates and Book Entry Shares, as applicable, shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates, Rights Certificates and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Stock (including any shall also constitute the transfer to the Company). The Company promptly shall notify of the Rights Agent in writing upon the occurrence associated with such shares of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredCommon Stock. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (or the Rights AgentAgent will, if requested to do so by the Company and provided with all necessary information and documentation, shall send in form and substance reasonably satisfactory to the Rights Agent, send) by firstfirst-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company Company, or the transfer agent or the registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereofhereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) 11 hereof, then at the time of distribution of the Rights CertificatesCertificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates Certificates and may be transferred by the transfer of the Rights Certificates Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent of the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, whether written or oral, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As promptly On the Record Date or as soon as practicable following the Record Datethereafter, the Company shall will send a copy of a the Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), Rights by firstfirst-class, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the for shares of Common Stock and Book Entry Shares, as applicable, outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for certificates or Book Entry Shares, registered in the Common Stock and the registered holders names of the Common Stock shall also be holders thereof together with the registered holders Summary of the associated Rights. Until the earlier of the Distribution Date or (or, if earlier, the Expiration Date), the transfer of any certificates evidencing shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued the Summary of Rights, shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any shares of Common Stock specifies specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates Certificates and Book Entry Shares representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates certificates or Book Entry Shares, as applicable, containing a legend in substantially the form as the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock evidenced represented by such certificates certificates or Book Entry Shares, as applicable, shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightscertificates or Book Entry Shares, as applicable, alone, and the transfer of any of such certificates certificate or Book Entry Shares, as applicable, shall also shall constitute the transfer of the Rights associated with the shares of Common Stock evidenced by such certificates. If represented thereby. (d) In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. (e) Notwithstanding the provisions of this section, neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates evidencing representing the shares of Common Stock registered in the names of the record holders of the Common Stock thereof (which certificates evidencing the representing such shares of Common Stock shall also be deemed also to be certificates evidencing the Rights) and not by separate certificatesRights Certificates), and (yii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Rights shall be issued by the Company in respect of all shares of Common Stock (including other than any transfer shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, except as specially provided in Section 21 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between The Xxxxxx Group, Inc. and American Stock Transfer & Trust Company, LLC, dated as of December 18, 2008 and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of The Xxxxxx Group, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. The Xxxxxx Group, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (bf) As promptly as practicable following In the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock event that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or otherwise acquires any Common Stock shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingso purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates evidencing representing the shares of Common Stock registered in the names of the record holders thereof (or by Book Entry shares in respect of the such Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the RightsStock) and not by separate certificatesRights Certificates, and (yii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached hereto as Exhibit C. With respect to certificates for Common Stock (including or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof (or the Book Entry shares) together with the Summary of Rights. (c) Rights shall be issued by the Company in respect of all shares of Common Stock (other than any transfer shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, except as specially provided in Section 21 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Abraxas Petroleum Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated as of March 16, 2010 and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Abraxas Petroleum Corporation. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Abraxas Petroleum Corporation shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of the legend required hereby, nor the failure to deliver the notice of such legend, shall amend or affect the enforceability of any part of this Agreement or the rights of any holder of the Rights or the Company or the Board with respect thereto. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (d), neither the omission of the legend required hereby, nor the failure to deliver the notice of such legend, shall amend or affect the enforceability of any part of this Agreement or the rights of any holder of the Rights or the Company or the Board with respect thereto. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Stock, a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates, and the Rights will be transferable only separately from the transfer of Common Stock. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (bf) As promptly as practicable following In the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock event that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingso purchased or acquired.

Issuance of Rights Certificates. (a) Until the earlier of (i) the Close of Business on the 10th day after the Stock Acquisition Date (or, if the 10th day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the 10th Business Day (or such later date as the Board may determine prior to the occurrence of a Section 11(a)(ii) Event) after the date of commencement by or on behalf of any Person (other than an Exempt Person) of a tender offer or exchange offer, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (xA) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this and Section 33(c) hereof) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for shares of Common Stock shall be deemed also to be certificates evidencing Rights Certificates) or, in the Rights) case of Book Entry Shares, by notation in book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and (yB) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company); provided, however, that, if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. The Company promptly shall notify give the Rights Agent in writing upon the occurrence prompt written notice of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business DayDate. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred; provided, however, that, for the avoidance of doubt, the failure of the Company to timely deliver such notice shall not alter, amend or modify the rights, privileges and obligations of the holders of Rights. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign (either by manual or facsimile signature), and the Company will send or cause to be sent (and the Rights Agent, if requested by so requested, will send at the Company and provided expense of the Company), in accordance with all necessary information and documentation, shall send by first-class, insured, postage prepaid mailSection 26 hereof, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stockan Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the representing Common Stock and Book Entry Shares outstanding as of the Record Date, until the earlier of the Distribution Date and the Expiration Date, the Rights shall associated with such Common Stock will be evidenced by such certificates for the Common Stock and registered in the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof or Book Entry Shares. Until the earlier of the Distribution Date or and the Expiration Date, the surrender for transfer of any certificates evidencing shares share of Common Stock outstanding on the Record Date (whether evidenced by certificates for Common Stock registered in respect the names of which Rights have been issued the holders thereof or Book Entry Shares) shall also shall constitute the transfer of the Rights Right associated with such shares of Common Stocktherewith. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of Rights shall, without any Common Stock specifies to the contraryfurther action, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the Distribution Date. Certificates representing evidencing such shares of Common Stock in respect of which Rights are issued pursuant shall have printed or otherwise affixed to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend or statement substantially in substantially the following form: “This certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Masimo Corporation (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”)thereunder dated as of September 9, dated March 24, 2010 2022 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the registered holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person who is, was was, or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held beneficially owned by or on behalf of such Person or by any subsequent holderbeneficial owner, may become null and void.” . With respect to such certificates containing any Book Entry Shares, a legend or statement in substantially the form of the foregoing legend, until shall be included in the confirmation or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the earlier of (i) the Distribution Date or (ii) and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates certificate or Book Entry Shares shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificatesrepresented thereby. If In the event the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the such Common Stock which that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. After the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing shares of Common Stock, or if new certificate(s) representing shares of Common Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear a legend or statement in substantially the form of the foregoing.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (b), (c) and (d) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the CompanyCorporation). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrencewill countersign, and the Corporation will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationinformation, shall send send) by first-class, insured, postage postage-prepaid mail, to each such record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company Corporation or the transfer agent or the registrar for the Common Stock, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(a)(i) hereof, at the time of distribution of the Rights Certificates, Certificates the Company Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is orally given, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As promptly as practicable following the Record Rights Dividend Declaration Date, the Company shall Corporation will send a copy of a Summary of RightsShareholder Rights Plan Summary, in substantially the form attached hereto as Exhibit C B (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Datethat day, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common StockCorporation. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for the Common Stock and the registered holders of the such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7 hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (including the issuance of Common Stock pursuant to the exercise of rights under the Corporation’s benefit plans), unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights. (d) Any certificates issued by the Corporation after the Record Date that represent shares of Common Stock in respect of which Rights are have been issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Bryn Mawr Bank Corporation (the “CompanyCorporation”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability companyLLC, as Rights Agent (the “Rights Agent”), dated March 24as of November 18, 2010 2003 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, charge promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void, and the transfer of such Rights may be deemed to be restricted.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSections 3(b) of this Section 3and 3(c) hereof) by the certificates evidencing the for Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates, Rights Certificates and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence earlier of the Distribution Date and, if such notification is given orallyor the Expiration Date, the Company surrender for transfer of such certificates for Common Shares shall confirm also constitute the same in writing on or prior to the next following Business Day. Until such notice is received by surrender for transfer of the Rights Agent, associated with the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredCommon Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationrequested, shall send send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “Rights Certificates”a "RIGHTS CERTIFICATE"), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common StockShares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly On the Record Date or as soon as practicable following the Record Datethereafter, the Company shall will send (or cause to be sent) a copy of a Summary of Rights, Rights in substantially the form attached hereto as of Exhibit C hereto (the “Summary of Rights”"SUMMARY OF RIGHTS"), by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee 's benefit plans) of any Common Stock Shares specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificatesShares represented thereby. If In the event that the Company purchases or acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock Shares which are no longer outstanding.

Issuance of Rights Certificates. ‌ (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock (or by notation in the respective accounts, for Book Entry shares of Common Stock) registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificatescertificates or book entry, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one (1) Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As promptly as practicable following In connection with the Record Dateadoption of each of the Original Agreement, First A&R Agreement, and Second A&R Agreement, the Company shall send made available a copy of a summary of rights in substantially the form attached as Exhibit C thereto (the “Original Summary of Rights”) to any holder of Rights who so requested from time to time prior to the date hereof, which Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Summary of Rights”). The Company will make available, by first-classas promptly as practicable following the date hereof, postage prepaid maila copy of a Summary of Rights, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing or Book Entry shares for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock (or in the case of Book Entry shares of Common Stock, the notations in the respective accounts) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates and Book Entries representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxxElah Holdings, Inc., a Delaware corporation Inc. (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent Computershare Inc. (the “Rights Agent”)) dated as of November 2, dated March 242023 (as it may from time to time be supplemented or amended, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices office of the CompanyRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to any Book Entry shares of Common Stock, such legend shall be included in the Ownership Statement in respect of such shares of Common Stock. With respect to such certificates containing the foregoing legend, or any Ownership Statement containing the foregoing legend delivered to holders of Book Entry shares of Common Stock, until the earlier of of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates or such Book Entry shares of Common Stock shall be evidenced by such certificates or such Book Entry shares of Common Stock (including any Ownership Statement) alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry shares of Common Stock shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As On or as promptly as practicable following after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Record Date a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or as of such date. The Company will make available the transfer agent or Summary of Rights to any holder of Rights who may so request from time to time prior to the registrar for the Common StockExpiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and shall bear the following legends: (i) Confirmation and account statements sent to holders of shares of Common Stock in respect book-entry form (which shares of which Rights are issued pursuant to the first sentence of this Section 3(c) Common Stock shall also shall be deemed to be represent certificates for Rights, and commencing as soon as reasonably practicable following the date hereof ) shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles The shares of Common Stock, par value $0.01 per share, of Solutia Inc. (the “Company”) entitle the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), Company and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent thereunder (the “Rights Agent”)) dated as of July 27, dated March 242009, 2010 as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. (ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Solutia Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of July 27, 2009, as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (iA) the Distribution Date or (iiB) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates evidencing the representing shares of Common Stock of the Company (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock certificates, if any, shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificatesRights Certificates, and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of shares of Common Stock. As soon as practicable after the underlying Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock (including any transfer to as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company), a Rights Certificate evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 13 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following succeeding Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As . (b) On the Record Date, or as soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrencethereafter, the Company will send a copy of a Summary of Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany. With respect to certificates evidencing the for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. With respect to uncertificated shares of Common Stock and the registered holders outstanding as of the Common Stock shall also Record Date, until the Distribution Date, the Rights will be evidenced by the registered holders book-entry account that evidences record ownership of such shares in the names of the associated Rightsholders thereof together with a copy of the Summary of Rights maintained by the Company. Until the earlier of the Distribution Date (or the Expiration Date, if earlier), the surrender for transfer of any certificates evidencing certificate (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership of such shares) for shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also shall constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all Certificates for shares of Common Stock that are issued which become outstanding (whether originally issued or from including, without limitation, reacquired shares of Common Stock referred to in the Company’s treasurylast sentence of this paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant Date shall have impressed on, printed on, written on or otherwise affixed to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxxxxxx.xxxBFC Financial Corporation and American Stock Transfer & Trust Company, Inc.LLC, a Delaware corporation dated as of September 21, 2009, as it may be amended or supplemented from time to time (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyBFC Financial Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company BFC Financial Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as As set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person (as defined in the Agreement) who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may ) become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the shares of Common Stock evidenced represented by such certificates shall shall, until the Distribution Date, be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also shall constitute the transfer of the Rights associated with the shares of Common Stock evidenced by such certificatesrepresented thereby. If In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSections 3(b) and 3(c) of this Section 3Agreement) by the certificates evidencing the for Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates, Rights Certificates and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence earlier of the Distribution Date and, if such notification is given orallyor the Expiration Date, the Company surrender for transfer of such certificates for Common Shares shall confirm also constitute the same in writing on or prior to the next following Business Day. Until such notice is received by surrender for transfer of the Rights Agent, associated with the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredCommon Shares represented thereby. As soon as practicable after the Distribution Date, and the receipt by Company shall (i) provide written notice to the Rights Agent of notice such Distribution Date, (ii) shall cause its transfer agent or registrar to provide the Rights Agent with a list of such occurrenceholders of Common Shares, and (iii) prepare and execute, the Rights AgentAgent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested by the Company and provided with all necessary information and documentationrequested, shall send send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B hereto to this Agreement (the “a "Rights Certificates”Certificate"), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for --------- ------------------ each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common StockShares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofof the Rights. (b) As promptly On the Record Date or as soon as practicable following the Record Datethereafter, the Company shall will send (or cause to be sent) a copy of a Summary of Rights, Rights in substantially the form attached hereto as of Exhibit C to this Agreement (the “"Summary of Rights”"), --------- ----------------- by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common StockCompany. (c) Unless the Board of Directors, by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock Shares, specifies to the contrary, Rights one Right shall be issued in respect of all shares of each Common Stock Share that are is issued (whether originally issued or from the Company’s treasuryi) after the Record Date but and prior to the earlier of the Distribution Date or the Expiration Date, whichever is earlier or, (ii) in certain circumstances provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Preferred Shares Rights Agreement between Xxxxxxxx.xxxData Critical Corporation and ChaseMellon Shareholder Services, Inc.L.L.C. as the Rights Agent, a Delaware corporation dated as of June 15, 2000, as it may be amended from time to time (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “"Rights Agreement”"), the terms of which ---------------- are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyData Critical Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company Data Critical Corporation or the Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rightsalone, and the surrender for transfer of any of such certificates certificate shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificatesShares represented thereby. If In the event that the Company purchases or acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock Shares which are no longer outstanding.

Issuance of Rights Certificates. ‌ (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock (or by notation in the respective accounts, for Book Entry shares of Common Stock) registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificatescertificates or book entry, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one (1) Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As promptly as practicable following In connection with the Record Dateadoption of each of the Original Agreement and the First A&R Agreement, the Company shall send made available a copy of a summary of rights in substantially the form attached as Exhibit C thereto (the “Original Summary of Rights”) to any holder of Rights who so requested from time to time prior to the date hereof, which Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Summary of Rights”). The Company will make available, by first-classas promptly as practicable following the date hereof, postage prepaid maila copy of a Summary of Rights, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing or Book Entry shares for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock (or in the case of Book Entry shares of Common Stock, the notations in the respective accounts) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates and Book Entries representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxxElah Holdings, Inc., a Delaware corporation Inc. (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent Computershare Inc. (the “Rights Agent”)) dated as of November 2, dated March 242020 (as it may from time to time be supplemented or amended, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices office of the CompanyRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to any Book Entry shares of Common Stock, such legend shall be included in the Ownership Statement in respect of such shares of Common Stock. With respect to such certificates containing the foregoing legend, or any Ownership Statement containing the foregoing legend delivered to holders of Book Entry shares of Common Stock, until the earlier of of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates or such Book Entry shares of Common Stock shall be evidenced by such certificates or such Book Entry shares of Common Stock (including any Ownership Statement) alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry shares of Common Stock shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (y) the Rights shall will be transferable transferred with and only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify give the Rights Agent in writing upon the occurrence prompt written notice of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredDate. As soon as practicable after the Distribution Date, and receipt of written notice of the receipt by Distribution Date from the Company, the Rights Agent of notice of such occurrencewill, at the Rights AgentCompany's expense, if requested by the Company and provided with all necessary information and documentation, shall send by first-classclass mail, insured, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed distributed, and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Date, the Company shall will send or otherwise make available a copy of a Summary summary of Rightsrights, in substantially the form attached hereto as Exhibit C (the “"Summary of Rights”"), by first-class, postage prepaid pre-paid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant Subject to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrarySection 22 hereof, Rights shall be issued in respect of all shares of Common Stock that which are outstanding on the Record Date and which are issued (whether originally issued or from the Company’s 's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxxTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT, Inc.DATED MARCH 30, a Delaware corporation 1999, BY AND BETWEEN MARKETSPAN CORPORATION, DOING BUSINESS AS KEYSPAN ENERGY (the “Company”THE "COMPANY") AND THE RIGHTS AGENT THEREUNDER (THE "RIGHTS AGREEMENT"), and Mellon Investor Services LLC THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (operating with the service name BNY Mellon Shareowner ServicesAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), a New Jersey limited liability companyWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanySHALL BECOME NULL AND VOID. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and the registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If At the Company purchases or acquires time of the distribution of the Rights Certificates, the Board of Directors may, at its discretion, distribute Rights to the holders of any series of preferred stock which is convertible into shares of the Company's Common Stock after on the Record Date but prior to basis of the Distribution Date, any Rights associated with such number of shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock into which such shares of preferred stock are no longer outstandingconvertible.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock (or by notation in the respective accounts, for Book Entry shares of Common Stock) registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificatescertificates or book entry, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right ten Rights for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As promptly as practicable following In connection with the Record Dateadoption of the Original Agreement, the Company shall send made available a copy of a summary of rights in substantially the form attached as Exhibit C to the Original Rights Agreement (the “Original Summary of Rights”) to any holder of Rights who so requested from time to time prior to the date hereof, which Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Summary of Rights”). The Company will make available, by first-classas promptly as practicable following the date hereof, postage prepaid maila copy of a Summary of Rights, to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing or Book Entry shares for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock (or in the case of Book Entry shares of Common Stock, the notations in the respective accounts) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates and Book Entries representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxxReal Industry, Inc., a Delaware corporation Inc. (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent Computershare Inc. (the “Rights Agent”)) dated as of November 2, dated March 24, 2010 2017 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices office of the CompanyRights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to any Book Entry shares of Common Stock, such legend shall be included in the Ownership Statement in respect of such shares of Common Stock. With respect to such certificates containing the foregoing legend, or any Ownership Statement containing the foregoing legend delivered to holders of Book Entry shares of Common Stock, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates or such Book Entry shares of Common Stock shall be evidenced by such certificates or such Book Entry shares of Common Stock (including any Ownership Statement) alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry shares of Common Stock shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates evidencing the representing shares of Common Stock of the Company (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares) registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock certificates, if any, shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificatesRights Certificates, and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of shares of Common Stock. As soon as practicable after the underlying Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock (including any transfer to as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company), a Rights Certificate evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 13 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following succeeding Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As . (b) On the Record Date, or as soon as practicable after thereafter, the Distribution Date, Company will send or cause to be sent (and the receipt by the Rights Agent of notice of such occurrence, the Rights Agentwill, if requested by the Company and provided with all necessary information and documentationinformation, shall send send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall will be evidenced by such certificates for registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. With respect to uncertificated shares of Common Stock and the registered holders outstanding as of the Common Stock shall also Record Date, until the Distribution Date, the Rights will be evidenced by the registered holders book-entry account that evidences record ownership of such shares in the names of the associated Rightsholders thereof together with a copy of the Summary of Rights maintained by the Company. Until the earlier of the Distribution Date (or the Expiration Date, if earlier), the surrender for transfer of any certificates evidencing certificate (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership of such shares) for shares of Common Stock in respect outstanding on the Record Date, with or without a copy of which the Summary of Rights have been issued attached thereto, shall also shall constitute the transfer of the Rights associated with such the shares of Common StockStock represented thereby. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all Certificates for shares of Common Stock that are issued which become outstanding (whether originally issued or from including, without limitation, reacquired shares of Common Stock referred to in the Company’s treasurylast sentence of this paragraph (c)) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant Date shall have impressed on, printed on, written on or otherwise affixed to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Xxxxxxxx.xxxBBX Capital Corporation and American Stock Transfer & Trust Company, Inc.LLC, a Delaware corporation dated as of February 7, 2013, as it may be amended or supplemented from time to time (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyBBX Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company BBX Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as As set forth in the Rights Agreement, Rights issued to, or held by, beneficially owned by any Person (as defined in the Agreement) who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may ) become null and void.” With respect to such certificates containing . In the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 20% or more of any class of the then outstanding shares of Voting Stock of the Company (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing the for Common Stock registered in the names name of the holders of the Common Stock (which together with, in the case of certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing outstanding as of the Record Date, the Summary of Rights) and not by separate Right certificates, and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (y) the Rights each Right shall be transferable only in connection simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the underlying Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (b) Rights shall be issued in respect of all shares of Common Stock (including any transfer that become outstanding after the Record Date but prior to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence earliest of the Distribution Date, the Redemption Date or the Final Expiration Date and, if such notification is given orallyin certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Company shall confirm Distribution Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the same in writing on Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the next earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following Business Daylegend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Second Amended and Restated Rights Agreement between Saks Incorporated and The Bank of New York (the “Rights Agent”), dated as of October 4, 2004, as it may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Saks Incorporated. Until such notice is received by Under certain circumstances, as set forth in the Rights AgentAgreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Saks Incorporated shall mail to the registered holder of this certificate a copy of the Rights Agent Agreement without charge after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may presume conclusively for all purposes that the Distribution Date has not occurred. be transferred to any Person. (c) As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested requested, send), by the Company and provided with all necessary information and documentation, shall send by first-class, insuredfirst class mail, postage prepaid mailprepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stocksuch records, one or more rights certificates, a certificate in substantially the form of Exhibit B hereto provided by Section 4 hereof (the a “Rights CertificatesCertificate”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number As of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Fremont General Corporation (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”)) dated as of October 23, dated March 24, 2010 2007 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3) by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates evidencing for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall also be deemed also to be certificates evidencing the for Rights) ), and not by separate certificates, and (yii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall will send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As On or as promptly as practicable following after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Record Date a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or as of such date. The Company will make available the transfer agent or Summary of Rights to any holder of Rights who may so request from time to time prior to the registrar for the Common StockExpiration Date. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such Date and shall bear the following legends: (i) Confirmation and account statements sent to holders of shares of Common Stock in respect book-entry form (which shares of which Rights are issued pursuant to the first sentence of this Section 3(c) Common Stock shall also shall be deemed to be represent certificates for Rights, and commencing as soon as reasonably practicable following the date hereof ) shall bear a legend in substantially the following formlegend: “This certificate also evidences and entitles The shares of Common Stock, par value $0.01 per share, of Horizon Lines, Inc. (the “Company”) entitle the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), Company and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent thereunder (the “Rights Agent”)) dated as of August 27, dated March 242012, 2010 as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. (ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Horizon Lines, Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of August 27, 2012, as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (iA) the Distribution Date or (iiB) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Anchor BanCorp Wisconsin Inc. (the “Company”)) and American Stock Transfer & Trust Company, and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), ) dated March 24as of November 5, 2010 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificatescertificates (or for shares participating in the direct registration system, by notations in the respective book entry accounts for the Common Stock), and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, and the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, Agent will (if requested by the Company and provided with all necessary information and documentation, shall information) send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that Rights are received by Persons whom Rights would be void under Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates Certificates, and may the Rights will be transferred by transferable separately from the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and . The Company shall promptly notify the holders of such Rights Certificates as listed Agent in writing upon the records occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or any transfer agent or registrar for prior to the Business Day next following. Until such notice is received by the Rights shall be Agent, the record holders thereofRights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock (or, in the case of shares reflected on the direct registration system, the notations in the book entry account) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7(a) hereof), the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Tax Benefits Preservation Plan between Xxxxxxxx.xxx, Inc., a Delaware corporation CIT Group Inc. (the “Company”), ) and The Bank of New York Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24as of August 13, 2010 2009 (the “Rights AgreementTax Benefits Preservation Plan”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights AgreementTax Benefits Preservation Plan, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights AgreementTax Benefits Preservation Plan, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights AgreementTax Benefits Preservation Plan, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof Person (as such terms are term is defined in the Rights AgreementTax Benefits Preservation Plan), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company purchases or acquires any shall cause the transfer agent for the Common Stock after the Record Date but to include on each direct registration account statement with respect thereto issued prior to the Distribution DateDate a notation to the effect that the Company will mail to the stockholder a copy of the Tax Benefits Preservation Plan, any Rights associated with such as in effect on the date of mailing, without charge, promptly after receipt of a written request therefore and that the recipient of the statement, as a holder of shares of Common Stock, may have certain rights thereunder. In the event that shares of Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed cancelled and retired so that to refer to the Company shall not be entitled to exercise any Rights associated with notations in the Common Stock which are no longer outstandingbook entry accounts reflecting ownership of such shares.

Issuance of Rights Certificates. (a) Until the earliest of (i) the Close of Business on the 10th Business Day after the Share Acquisition Date or (ii) the Close of Business on the 10th Business Day (or, anything in Section 27 to the contrary notwithstanding, such other Business Day as may be determined by action of the Board prior to the occurrence of any Section 11(a)(ii) Event) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earliest of the dates specified clauses (i) and (ii) being hereinafter called the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificates, and (y) the Rights shall be transferable only as provided in connection with the transfer of the underlying shares of Common Stock (including any transfer to the CompanySection 3(b). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date or, in the case of any shares of Common Stock of the Company which are issued or otherwise become outstanding after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege contained in any option, warrant, right (other than the Rights) or convertible or exchangeable security issued by the Company prior to the Distribution Date, unless the Board shall have expressly provided to the contrary at the time of issuance of any such option, warrant, right or convertible or exchangeable security, simultaneously with the issuance of stock certificates for such shares of Common Stock, the Company shall prepare and the receipt by execute, the Rights Agent of notice of such occurrence, shall countersign and the Company shall deliver or cause to be delivered (or the Rights AgentAgent shall, if requested by the Company and provided with all necessary information and documentationrequested, shall send deliver), by first-class, insuredclass mail, postage prepaid mailprepaid, to each record holder of the shares of Common Stock or Designated Preferred Stock of the Company as of the Close of Business on the Distribution DateDate or, in the case of shares of Common Stock or Designated Preferred Stock issued or otherwise becoming outstanding after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to each record holder of the shares of Common Stock or Designated Preferred Stock so being issued or becoming outstanding at the time of such occurrence, at the its last address of such holder then shown on the records registry books of the Company or the transfer agent or the registrar for the Common StockStock and the Designated Preferred Stock (if any) of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto Rights Certificates evidencing (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(ai) hereof, evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. If an adjustment in issued or becoming outstanding and (ii) the number of Rights per share equal to the number of shares of Common Stock has been made pursuant to Section 11(p) hereofthat each share of Designated Preferred Stock so held, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (issued or becoming outstanding is convertible into in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers the Designated Certificate of Rights are distributed and cash is paid in lieu Designations. As of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following Until the Record Distribution Date, the Company : no Rights Certificates shall send a copy be issued; each stock certificate for shares of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records or Designated Preferred Stock of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the earliest of the Distribution Date, the Rights Redemption Date and the Final Expiration Date, shall be evidenced by such certificates deemed also to constitute a certificate for the Common Stock Rights associated with the shares represented thereby, together with a copy of the Summary of Rights attached thereto; and the registered holders holder of the Common Stock such shares shall also be the registered holders holder of the associated Rights. Until the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, the surrender for transfer of any certificates evidencing shares such stock certificate, with or without a copy of Common Stock in respect the Summary of which Rights have been issued attached thereto, shall also shall constitute the transfer of the Rights associated with such the shares of Common StockStock or Designated Preferred Stock represented thereby. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all Any stock certificate for shares of Common Stock that or Designated Preferred Stock of the Company which shall be delivered by or on behalf of the Company (including, without limitation, stock certificates for shares of Common Stock or Designated Preferred Stock which are issued (whether originally issued or from reacquired by the Company’s treasuryCompany and then transferred) after the Record Date but and prior to the earlier earliest of the Distribution Date, the Redemption Date and the Final Expiration Date shall have impressed, printed or written thereon, or otherwise affixed thereto, the Expiration Date. Certificates representing such following legend: (i) may be redeemed at a redemption price (subject to adjustment) of $.01 per Right or (ii) under certain circumstances, may be exchanged, in whole or in part, for shares of Common Stock in respect of which Rights are issued pursuant the Company at an exchange rate (subject to the first sentence adjustment) of this Section 3(c) also shall be deemed to be certificates for Rightsone share of Common Stock per Right, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights all as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced Beneficially Owned by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Restricted Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holderspecified transferees from a Restricted Person, may shall be or become null and void.” With respect to such certificates " Each stock certificate containing the foregoing legend, until the earlier earliest of (i) the Distribution Date, the Redemption Date or (ii) and the Final Expiration Date, shall be deemed also to constitute a certificate for the Rights associated with the Common Stock evidenced by shares represented thereby, and the registered holder of such certificates shares shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders holder of the associated Rights. Until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, the surrender for transfer of any of such certificates stock certificate shall also shall constitute the transfer of the Rights associated with the shares of Common Stock evidenced by such certificatesor Designated Preferred Stock represented thereby. If The omission of the foregoing legend shall not in any manner whatsoever affect the application or interpretation of Section 7(d). (d) In the event that the Company purchases shall reacquire any shares of its Common Stock or acquires any Common Designated Preferred Stock after the Record Date but and prior to the Distribution Date, any the Rights associated with such Common Stock shares shall be deemed cancelled and retired so that retired, the Company shall not be being entitled to exercise any Rights associated with the shares of its Common Stock or Designated Preferred Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by separate certificatescertificates (or, for book entry shares, by notations in the respective accounts for the Common Stock), and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and but subject to the receipt by following sentence, the Rights Agent will, at the expense of notice of such occurrence, the Rights Agent, if requested by the Company and if provided with all necessary information and documentationrelevant documents, shall send by first-class, insured, postage prepaid mailsuch means as may be selected by the Company, to each record holder of the Common Stock as of the Close close of Business business on the such Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto hereto, (the each a “Rights CertificatesCertificate”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, as described therein, subject to adjustment as provided herein. If To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that any Person receives Rights, or Rights Certificates evidencing Rights, that would be null and void under Section 7(e) hereof; provided, that such procedures may not adversely affect the rights, immunities, duties or obligations of the Rights Agent. Receipt by any Person of a Rights Certificate with respect to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received or the occurrence of the Distribution Date acknowledged by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and Agent may presume conclusively for all purposes that the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofDistribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Common Stock as of the Close of Business on the Record Expiration Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock (or, for book entry shares, the notations in the respective accounts for the Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or and the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock issued pursuant to an exchange) at any time thereafter. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following formlegend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Tax Benefits Preservation Plan between Xxxxxxxx.xxxTriumph Group, Inc., a Delaware corporation Inc. (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (including any successor Rights Agent) thereunder (as originally executed and as it may be amended or restated from time to time, the “Rights Agent”), dated March 24, 2010 (the “Rights AgreementTax Benefits Preservation Plan”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights AgreementTax Benefits Preservation Plan, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights AgreementTax Benefits Preservation Plan, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights AgreementTax Benefits Preservation Plan, Rights issued to, or held by, any Person who that is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights AgreementTax Benefits Preservation Plan), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or and (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If Similarly, during such time periods, transfers of book entry shares shall also be deemed to be transfers of the associated Rights. In the case of any book entry shares, the Company purchases or acquires any shall cause the transfer agent for the Common Stock after the Record Date but to include on each account statement with respect thereto issued prior to the earlier of the Distribution Date, any Rights associated with such Date and the Expiration Date a notation to the effect that references to Common Stock also include the associated Rights. With respect to any shares held in book entry form, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Notwithstanding this paragraph (c), the omission of a legend or notation shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that shares of Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed cancelled and retired so that to refer to the Company shall not be entitled to exercise any Rights associated with notations in the Common Stock which are no longer outstandingbook entry accounts reflecting ownership of such shares.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates evidencing representing the shares of Common Stock registered in the names of the record holders of the Common Stock thereof (which certificates evidencing the representing such shares of Common Stock shall also be deemed also to be certificates evidencing the Rights) and not by separate certificatesRights Certificates), and (yii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Rights shall be issued by the Company in respect of all shares of Common Stock (including other than any transfer shares of Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, except as specially provided in Section 21 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between COMVERSE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, dated as of April 29, 2015 and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Comverse, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Comverse, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company), a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (bf) As promptly as practicable following In the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock event that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or otherwise acquires any Common Stock shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstandingso purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall will be evidenced (subject to the provisions of paragraph (bSections 3(b) of this Section 3and 3(c) hereof by the certificates evidencing the for Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates evidencing the Common Stock shall also be deemed also to be certificates evidencing the RightsRights Certificates) and not by separate certificates, Rights Certificates and (yii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence earlier of the Distribution Date and, if such notification is given orallyor the Expiration Date, the Company surrender for transfer of such certificates for Common Shares shall confirm also constitute the same in writing on or prior to the next following Business Day. Until such notice is received by surrender for transfer of the Rights Agent, associated with the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredCommon Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Company will send or cause to be sent (and the Rights AgentAgent will, if requested by the Company and provided with all necessary information and documentationrequested, shall send send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 1l(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after As of the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common StockShares, and the holders of such Rights Certificates as are listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record Date, the The Company shall will send a copy of a Summary of Rights, Rights in substantially the form attached hereto as of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage prepaid mail, to each record holder the holders of the its Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of Shares when the Company or sends its next Annual Report to its shareholders following the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stockdate hereof. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights Rights under the Company’s employee 's benefit plans) of any Common Stock Shares specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock Shares that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) Shares shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following . In the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If event that the Company purchases or acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock Shares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (xi) the Rights shall be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates evidencing representing the Common Stock Shares (or Book Entries, as applicable), registered in the names of the record holders of the Common Stock thereof (which certificates evidencing the or Book Entries, as applicable, representing such Common Stock Shares shall also be deemed also to be certificates evidencing the Rights) and not by separate certificatesRights Certificates), and (yii) the Rights shall be transferable only in connection with the transfer of the underlying shares Common Shares, and (iii) the surrender for transfer of any certificates representing such Common Shares (or any transfer recorded in a Book Entry for such Common Shares) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares represented by such certificates or Book Entries. (b) Following the Record Date, the Company will make available, as promptly as practicable, a copy of a Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration Date. (c) Rights shall be issued by the Company in respect of all Common Shares (other than any Common Shares that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company’s treasury) (i) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and (ii) to the extent provided in Section 21, after the Distribution Date. Certificates representing such Common Shares shall have stamped on, impressed on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan between Energy Conversion Devices, Inc. and Computershare Trust Company, N.A., dated as of October 5, 2009 and as amended from time to time (the “Rights Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Energy Conversion Devices, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Plan. Under certain circumstances, as set forth in the Rights Plan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer may be evidenced by this certificate. Energy Conversion Devices, Inc. shall mail to the holder of this certificate a copy of the Rights Plan, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Plan, Rights that are or were Beneficially Owned by an Acquiring Person (as such terms are defined in the Rights Plan) may become null and void. With respect to any Book Entry Common Shares, such legend shall be included in a notice to the record holder of such Common Shares in accordance with applicable law. The absence of the foregoing legend or such notice shall in no way affect any of the other provisions of this Agreement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 that represents Rights Beneficially Owned by an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or to any nominee of such Acquiring Person, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and that is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were Beneficially Owned by a Person who was an Acquiring Person (as such terms are defined in the Rights Plan). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Plan. With respect to any Book Entry Common Shares, such legend shall be included in a notice to the record holder of such Common Shares in accordance with applicable law. The absence of the foregoing legend or such notice shall in no way affect any of the other provisions of this Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of Common Stock Shares, as of the Close of Business on the Distribution Date (including any transfer to other than an Acquiring Person), at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each Common Share so held, subject to adjustment in accordance with Section 11(i) and Section 11(n). As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (bf) As promptly as practicable following In the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock event that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstandingShares so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Close of Business on the day (the “Distribution Date”) which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later day as may be determined by action of the Board of Directors taken prior to the Close of Business on such tenth Business Day and prior to such time as any Person becomes an Acquiring Person) following the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person would be the Beneficial Owner of 5% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer), (x) the Rights shall will be evidenced (subject to the provisions of paragraph (bSection 3(c) of this Section 3hereof) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the Common Stock shall be deemed also to be certificates evidencing the Rights) and not by be separate certificatesRight Certificates, and (y) the Rights shall each Right will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including any transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of Stock; provided that if the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or would be prior to the next following Business Day. Until such notice is received by the Rights AgentRecord Date, the Rights Agent may presume conclusively for all purposes that Record Date shall be the Distribution Date has not occurredDate; and provided that if a tender offer or exchange offer referred to in clause (ii) above is cancelled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Agreement, never to have been made. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrencewill mail, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stocksuch records, one or more rights certificates, a Right Certificate in substantially the form of Exhibit B hereto (the “Rights CertificatesRight Certificate”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p11(i) or Section 11(n) hereof, at the time of distribution of the Rights Certificates, Right Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, Date the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by Right Certificates. Notwithstanding anything otherwise provided in this Section 3(a), no transaction pursuant to the transfer of the Rights Certificates as permitted herebyStock Purchase Agreement, separately and apart from or any transfer of one or more shares subsequent acquisition of Common StockStock by Newcastle, and the holders of such Rights Certificates as listed in the records of the Company will cause, effect, or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) As promptly as practicable following the Record otherwise trigger a Distribution Date. IN WITNESS WHEREOF, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock this Amendment is effective as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock day and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stockyear first referenced above. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”), the terms of which are incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” or any “Affiliate” or “Associate” thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, and the transfer of any of such certificates also shall constitute the transfer of the Rights associated with the Common Stock evidenced by such certificates. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (x) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing for the Common Stock registered in the names of the holders of the Common Stock (which certificates evidencing the for Common Stock shall be deemed also to be certificates evidencing the for Rights) and not by separate certificates, and (y) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Common Stock (including any a transfer to the Company). The Company promptly shall notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, the Company will prepare and the receipt by execute, the Rights Agent of notice of such occurrencewill countersign, and the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall Agent will send by first-class, insured, postage postage-prepaid mailmail or by a courier of national reputation, to each record holder of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common StockCompany, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From As of and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date. Until such notice is received by the transfer of Rights Agent, the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar Agent may presume conclusively for the Rights shall be the record holders thereofall purposes that a Distribution Date has not occurred. (b) As The Company will make available, as promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, ) to each record any holder of Rights who may so request from time to time prior to the Common Stock Expiration Date (as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stockterm is defined in Section 7(a) hereof). With respect to certificates evidencing for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution DateDate shall occur, the Rights shall will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing representing shares of Common Stock in respect of which Rights have been issued shall also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant to the first sentence of this Section 3(c) shall also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear a legend in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Xxxxxxxx.xxx, Inc., a Delaware corporation Deerfield Capital Corp. (the “Company”), ) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent thereunder (the “Rights Agent”)) dated as of March 11, dated March 24, 2010 2009 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal offices of the CompanyRights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an “Acquiring Person” Person or any “Affiliate” Affiliate or “Associate” Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” . With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also shall be the registered holders of the associated Rights, and the transfer of any of such certificates shall also shall constitute the transfer of the Rights associated with the Common Stock evidenced represented by such certificates. If In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of the foregoing legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issuance of Rights Certificates. (a) Until the Distribution Date, : (xi) the Rights shall be issued in respect of and shall be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates evidencing representing the Common Stock registered in Shares issued and outstanding on the names Record Date and Common Shares issued or which become outstanding after the Record Date and prior to the earliest of the holders of Distribution Date, the Common Stock Redemption Date, the Exchange Date and the Expiration Date (which certificates evidencing the for Common Stock Shares shall be deemed to also to be certificates evidencing the Rights) ), and not by separate certificates, ; (ii) the registered holders of such Common Shares shall also be the registered holders of the Rights associated with such shares; and (yiii) the Rights shall be transferable only in connection with the transfer of Common Shares, and the underlying shares surrender for transfer of any certificate for such Common Stock (including any Shares shall also constitute the surrender for transfer to the Company). The Company promptly shall notify of the Rights Agent in writing upon the occurrence of the Distribution Date and, if associated with such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredshares. As soon as practicable after the Distribution Date, and the receipt by Trust has notified the Rights Agent of notice the occurrence of such occurrencethe Distribution Date, the Rights AgentAgent shall (except as otherwise provided in Section 7(e)) mail, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of Business on the Distribution Date, as shown by the records of the Trust, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stocksuch records, one or more rights certificatescertificates evidencing the Rights ("RIGHTS CERTIFICATES"), in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereofhereto, evidencing one Right (as adjusted from time to time pursuant to this Agreement) for each share of Common Stock Share so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereofCertificates. (b) As promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company or the transfer agent or the registrar for the Common Stock. With respect to certificates evidencing the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates evidencing shares of Common Stock in respect of which Rights have been issued also shall constitute the transfer of the Rights associated with such shares of Common Stock. (c) Unless the Board by resolution adopted at or before the time of the issuance (including pursuant to the exercise of rights under the Company’s employee benefit plans) of any Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that Shares which are issued (whether originally issued or from sold by the Company’s treasury) Trust after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. In addition, in connection with the issuance or sale of Common Shares by the Trust following the Distribution Date and prior to the earliest of the Redemption Date, the Exchange Date and the Expiration Date, the Trust shall, with respect to Common Shares so issued or sold (i) pursuant to the exercise of stock options issued prior to the Distribution Date or under any employee plan or arrangement created prior to the Distribution Date, or (ii) upon the exercise, conversion or exchange of securities issued by the Trust prior to the Distribution Date, issue Rights and Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDED, HOWEVER, that (x) no such Rights and Rights Certificate shall be issued if, and to the extent that, the Trust shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Trust or the Person to whom such Rights Certificate would be issued and (y) no such Rights and Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued after the Record Date representing Common Shares outstanding on the Record Date and Common Shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, the Exchange Date and the Expiration Date. Certificates representing such shares of Common Stock in respect of which Rights are issued pursuant Date shall have impressed, printed, or written on, or otherwise affixed to the first sentence of this Section 3(c) also shall be deemed to be certificates for Rights, and commencing as soon as reasonably practicable following the date hereof shall bear them a legend substantially in substantially the following form: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Xxxxxxxx.xxxCenterPoint Properties Trust and First Chicago Trust Company of New York as Rights Agent, Inc.dated as of July 30, a Delaware corporation 1998 (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated March 24, 2010 (the “Rights Agreement”"RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference in their entirety and a copy of which is on file at the principal executive offices of the CompanyCenterPoint Properties Trust. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer will be evidenced by this certificate. The Company CenterPoint Properties Trust will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge, promptly charge after receipt of any a written request therefor. Under certain circumstances as set forth in the Rights Agreementcircumstances, Rights issued tothat were, are or held by, any Person who is, was become beneficially owned by Acquiring Persons or becomes an “Acquiring Person” their Associates or any “Affiliate” or “Associate” thereof Affiliates (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, ) may become null and void.” With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock also shall be the registered holders of the associated Rights, void and the transfer holder of any of such certificates also Rights (including any subsequent holder) shall constitute not have any right to exercise such Rights. (c) Notwithstanding any other provision of this Agreement, neither the Trust, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. Furthermore, neither the Trust, the Rights associated with Agent nor anyone else shall be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the Common Stock evidenced by such certificates. If tender offer is withdrawn and the Company purchases or acquires any Common Stock after the Record Date but prior person shall have established to the Distribution Date, any Rights associated with Trust's reasonable satisfaction that such Common Stock person does not intend to become an Acquiring Person. The Trust shall be deemed cancelled and retired so that the Company shall not be entitled to exercise require any person claiming the right to receive a Rights associated with Certificate to present such evidence as the Common Stock which are no longer outstandingTrust shall require in good faith to establish to the Trust's satisfaction that the Rights represented by that Certificate have not become null and void under the provisions in Section 7(e) or that the Trust is not entitled to withhold such certificate under the provisions of the preceding sentence.